Article III: Directors
| 3.1. |
Number and Qualification - The
property, affairs, activities, and concerns of the corporation shall be vested in board of
directors, consisting of (i) the president of the university of Nevada – Reno, (ii)
the president of Truckee Meadows community College, (iii) the superintendent of the Washoe
County School District and (iv) no less than 15 nor more than 27 additional persons. At
all times, a majority of the entire board shall be from the private sector. The members of
the board shall, upon election, immediately enter upon the performance of their duties and
shall continue in office until their successors shall be duly elected and qualified. |
| 3.2. |
Election of Directors and Term - At the
annual meeting next held after the adoption of these bylaws, there shall be an election
for no less than 18 no more than 30 directors, which shall include the 3 persons required
to serve on the board under Section 3.1 of these bylaws (the "Required
Directors"). Except for the Required Directors, 1/3 of the directors shall be elected
for a term of 1 year, 1/3 shall be elected for 2 years, and 1/3 shall be elected for 3
years. At each annual meeting thereafter, a number of directors equal to that of those
whose terms have expired shall be elected for the term of 3 years. At the expiration of
any term of 3 years, any director may be reelected. Except for the required Directors, no
director may serve more than 2 consecutive 3-year terms, without at least a 1-year break
in service. |
| 3.3. |
Duties of Directors - The board shall
conduct, manage and control the affairs and business of the corporation and, in so doing,
may (i) hold meetings at such times and places as it thinks proper, (ii) appoint
committees on particular subjects, (iii) audit bills and disburse the funds of the
corporation, (iv) print and circulate documents and publish articles, (v) carry on
correspondence and communicate with other organizations interested in the purposes of the
corporation, (vi) employ agents and (vii) devise and carry into execution such other
measures as it deems proper and expedient to promote the objects of and best protect the
interests and welfare of the corporation. |
| 3.4. |
Annual Meetings - There shall be an
annual meeting in March of each year for election of directors and officers and for
receiving the annual reports of officers, directors and committees, and the transaction of
other business. |
| 3.5. |
Regular Meetings - Regular meetings of
the board shall be held immediately succeeding the annual election in March and in each
month thereafter on such day as is determined from time to time by the board. Notice of
the meeting, signed by the secretary, shall be mailed to the last recorded address of each
board member at least 10 days before the time appointed for the meeting. The president
may, when he deems necessary, or the secretary shall, at the request in writing of 2
members of the board, issue a call for a special meeting of the board, and only 3 days
notice shall be required for such special meetings. In addition, written notice of all
Board meetings shall be given in the manner required under NRS 245.020 for all meetings of
public bodies. |
| 3.6. |
Quorum - Either 9 members of the board,
or a majority of the elected board members, whichever is less, shall constitute a quorum
for the transaction of business. In the absence of the president and vice president, the
quorum present may choose a chairman for the meeting. If a quorum is not present, a lesser
number may adjourn the meeting to a later day, not more than 10 days later. The secretary
shall give written notice of the adjourned day to all members of the board. |
| 3.7. |
Action - Unless the articles or these
bylaws require a greater proportion, the act of a majority of the directors present at a
meeting at which a quorum is present is the act of the board. |
| 3.8. |
Absence - Should any member of the
board of Directors absent himself unreasonably from 3 consecutive meetings of the board
without sending a communication to the president or secretary stating his reason for so
doing, or if his excuse should not be accepted by the members of the Board, his seat on
the Board may be declared vacant. The seat shall be filled as set forth in Section 3.9. |
| 3.9. |
Vacancies - Whenever any vacancy occurs
in the Board by death, resignation, or otherwise, it shall be filled without undue delay
by a majority vote by ballot of the remaining members of the board at a special meeting
which shall be called for that purpose. The election shall be held within 60 days after
the occurrence of the vacancy. The person so chosen shall hold office until the next
annual meeting. |
| 3.10. |
Removal of Directors - Any one or more
of the directors may be removed either with or without cause, at any time, by a vote of
two-thirds of the board members present at any special meeting called for that purpose. |
| 3.11. |
Order of Business - The order of
business shall be as follows at all the meetings of the board of directors:
| a. |
Calling of the roll |
| b. |
Proof of notice of meeting or waiver of notice |
| c. |
Reading of the minutes |
| d. |
Receiving communications |
| e. |
Election of new directors |
| f. |
Election of officers |
| g. |
Reports of officers |
| h. |
Reports of committees |
| i. |
Unfinished business |
| j. |
New business |
This order of business may be altered or suspended at any
meeting by a majority vote of the directors present. |
|
|
Washoe
Co. K-16 Council
